Worksome Legal Center

BETA USER AGREEMENT

PLEASE READ THIS BETA USER AGREEMENT CAREFULLY BEFORE USING ANY PRE-RELEASE OR EXPERIMENTAL WORKSOME FEATURES. BY CLICKING “I AGREE” OR OTHERWISE ENABLING OR USING THE BETA SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS BETA AGREEMENT. IF YOU DO NOT AGREE, DO NOT ENABLE OR USE THE BETA SERVICES.

‍IMPORTANT NOTE: To the extent that the Beta Services may be used to generate or process materials, they are licensed to you only for lawful and authorized use. You may use the Beta Services to process or reproduce:

• _{Non-copyrighted materials,}
• _{Materials in which you own the copyright, or}
• _{Materials you are authorized or legally permitted to access, process, or reproduce.}

If you are not authorized to access, process, or reproduce certain materials, you may be violating copyright law or other regulations. Worksome disclaims any responsibility for your misuse or unauthorized use of the Beta Services.

1. PURPOSE AND INCORPORATION
   
   1. Purpose of Beta Agreement
      This Worksome Beta User Agreement (“Beta Agreement”) governs your participation in Worksome’s Beta Program for pre-release or experimental features (“Beta Services”). The Beta Services are provided solely for evaluation or testing purposes; they are not part of Worksome’s standard, generally available Services.
      
   2. Supplement to ToS/MSA
      This Beta Agreement supplements and is incorporated into Worksome’s Master Services Agreement (“MSA”) and/or Terms of Service (“ToS”). If there is any conflict between this Beta Agreement and the MSA or ToS, the Beta Agreement prevails for all Beta-related issues.
      
   3. No Breach of Other Agreements
      Except as expressly modified by this Beta Agreement, all terms of the existing MSA, DPA, and any other agreement with Worksome remain in full force and effect. The Beta Services are provided as a separate, experimental service and are not considered “Services” under the MSA or any SLA. You acknowledge that any deviations of the Beta Services from the commitments in the MSA or DPA (for example, use of new subprocessors, different security measures, or lack of certain features or support) shall not constitute a breach of any agreement by Worksome. You waive any right to claim that Worksome’s provision of the Beta Services violates or breaches any existing contract and agree to be estopped from asserting any such claims, given your informed choice to participate in this Beta program. This Agreement, together with the MSA and DPA (as modified herein), forms the complete agreement regarding the Beta Services.
2. BETA PROGRAM DEFINITION AND MEMBERSHIP‍
   1. ‍Beta Program Eligibility
      “Beta Program” refers to the limited set of users or organizations invited by Worksome to test, evaluate, and provide feedback on Worksome’s pre-release tools and related services (collectively, “Beta Services”). Membership in the Beta Program is granted solely at Worksome’s discretion, and participation may require completion of an Enrollment Form, acceptance of an invitation, or other onboarding steps specified by Worksome.
   2. ‍Selection and Membership
      Worksome may accept or reject any applicant or invitee for the Beta Program at its sole discretion. By joining the Beta Program, participants agree to abide by the terms of this Agreement and any additional guidelines or usage parameters established by Worksome. Worksome may add or remove participants at any time for any reason (or no reason), with or without prior notice, and shall have no liability for any resulting inability to access or use the Beta Services.‍
   3. ‍Authorized Use
      Only designated individuals within each approved organization, or specific persons invited by Worksome, may access or test the Beta Services. Beta participants shall not transfer or assign their Beta Program membership to any third party without Worksome’s prior written consent.‍
   4. ‍Voluntary Participation
      Participation in the Beta Program is entirely voluntary and may be terminated by either Worksome or any participant at any time. Nothing in this Agreement obligates Worksome to continue making the Beta Services available or to transition them to a commercial release.
   5. ‍Enrollment Form (Membership Criteria)
      To become a Beta participant, prospective organizations or users may be required to complete and sign a Beta Program Enrollment Form that sets forth membership criteria, usage parameters, or other special obligations. This Enrollment Form is incorporated by reference into this Beta Agreement. In the event of any direct conflict between the Enrollment Form and this Agreement, this Agreement controls unless the Enrollment Form imposes stricter obligations, in which case the stricter obligations apply.
3. LICENSE, USE, AND RESTRICTIONS‍
   1. License
      During the Beta Program, Worksome grants each authorized participant a non-exclusive, non-transferable, revocable, limited license to access and use the Beta Services solely for non-production testing and evaluation, subject to this Beta Agreement. All Worksome Intellectual Property in the Beta Services (including any software, algorithms, or models) remains the exclusive property of Worksome. You do not acquire ownership or other rights except as explicitly stated herein. Worksome may monitor your use of the Beta Services to ensure compliance.‍
   2. User Restrictions
      You shall not:
      • Use the Beta Services for any purpose other than evaluation and non-production testing (no commercial or operational use).
      • Copy, modify, reverse-engineer, decompile, or disassemble any Beta software or components;
      • Sell, sublicense, distribute, or allow any third party to use the Beta Services (other than Authorized Users within your organization).
      • Disclose the results of any performance or benchmark tests of the Beta Services  without Worksome’s prior written consent.
      • Use the Beta Services to develop or enhance a competing product or service.
        
        Any feedback or improvements suggested by you are for Worksome’s benefit (see Section 6.5), and you will not claim any rights to such suggestions.
   3. ‍Authorized Users
      The Beta Services may only be accessed by your employees or contractors whom you designate as “Authorized Users.” You are responsible for ensuring that Authorized Users comply with this Beta Agreement. Any act or omission by an Authorized User that would violate these terms if done by you will be deemed a breach by you. Access credentials for the Beta Services must be kept confidential and not shared with unauthorized persons.‍
   4. Beta Disclaimer & Pre-Release Conditions
      You acknowledge and accept that the Beta Services are pre-release and experimental, and therefore provided under different conditions than generally available Worksome services:‍
      • Unfinished Product. The Beta Services may be unstable or contain errors and are provided “as is” without guarantee of completeness or reliability.
        
      • No Production Use. The Beta Services must not be relied on for live production data or critical business operations. Any output or AI-generated content is for informational evaluation only and may not be accurate or complete.
        
      • ‍No Service Commitments (No SLA). No uptime, availability, performance, or support service levels apply to the Beta Services. Issues or downtime in the Beta do not constitute a breach of any SLA under the MSA.
      • ‍Limited Support. Worksome may provide limited or no technical support for the Beta. You should report bugs or provide feedback through channels designated by Worksome, but Worksome is not obligated to fix or update the Beta.
      • ‍Changes and Potential Commercial Release. Worksome may add, modify, or remove features from the Beta at any time without notice, or choose not to release it commercially. If a commercial release occurs, separate licensing fees or terms may apply.
      • ‍Data Loss & Backups. The Beta Services may not be fully tested regarding data integrity. You should back up any data used in the Beta and assume the risk of loss or corruption.
      • ‍Caution with Sensitive Data. The Beta may not have full security certifications (e.g., SOC 2, ISO) or regulatory compliance. You should refrain from using it with sensitive or regulated data (health, financial, children’s data) unless explicitly permitted in writing.
      • ‍Prohibited Data. Unless expressly agreed by Worksome, you shall not use the Beta Services to process any special legal category data, PHI, card data, or other regulated information. Worksome disclaims all liability for any unauthorized or prohibited data input into the Beta.
      • ‍Regulatory Use Restrictions. The Beta is not certified for environments requiring legal compliance (e.g., automated employment decisions). If you use Beta outputs in ways affecting individuals’ rights, you remains responsible for compliance.
      • ‍Voluntary Participation. Your participation is optional. If concerns arise, you may cease using the Beta. Likewise, Worksome may end your Beta access if continuing is not feasible or if you breach these terms.
      • ‍No Fees. The Beta Services are provided at no additional charge unless otherwise specified. Your acceptance of disclaimers, waivers, and liability limits is essential given the no-fee, experimental nature of the Beta.
        
        By participating in the Beta Program, you confirm that you understand the Beta is offered under different conditions than Worksome’s generally available services, and you accept these differences as a condition of participation.
4. DATA PROTECTION, PRIVACY & SECURITY
   
   1. Applicability of Existing DPA and Privacy Terms
      The parties agree that the data protection terms in their existing Data Processing Agreement (“DPA”) and/or Privacy Policy are incorporated by reference into this Beta Agreement, except as modified herein. You acknowledge that certain provisions applicable to production services (e.g., full audit scope, certified compliance) may not apply to the Beta Program. Worksome will nonetheless implement reasonable technical and organizational measures to protect personal data as described in this Agreement and the DPA.‍
   2. Security Measures
      Worksome shall employ industry-standard measures to safeguard data used in the Beta Services, seeking to prevent unauthorized access or disclosure. If Worksome becomes aware of a confirmed personal data breach, it will notify you without undue delay and cooperate so you can meet any regulatory reporting obligations. Worksome will take prompt action to contain and investigate any breach.‍
   3. Subprocessors and Consent
      You acknowledge that Worksome may engage third-party subprocessors, including AI or cloud providers, to operate or improve the Beta Services. By participating in the Beta Program, you consent to these subprocessors. Worksome remains liable for its subprocessors’ actions regarding your data in accordance with GDPR Article 28 or analogous laws.
   4. ‍Notice of New Subprocessors & Right to Object
      Worksome will maintain a list of subprocessors for the Beta Services and provide prior notice before adding any that will handle your personal data. You may object within ten (10) days if you have a legitimate basis under privacy law. If Worksome cannot accommodate the objection, your sole remedy is to stop using the Beta Services.
   5. ‍International Data Transfers
      You agree that Beta data may be transferred to subprocessors outside the EEA or your jurisdiction. Worksome will ensure adequate safeguards (such as Standard Contractual Clauses) for such transfers. If required, Worksome may conduct Transfer Impact Assessments and apply additional measures to protect personal data.
   6. ‍Your Data Responsibilities
      You warrant that you have a lawful basis and necessary consents to process personal data through the Beta, and will not provide prohibited or sensitive data without Worksome’s written approval. You are solely responsible for compliance with privacy laws when using Beta outputs (e.g., for automated decision-making). If a data subject withdraws consent, you shall cease using that individual’s data in the Beta.
   7. ‍Data Use by Worksome
      Worksome will process data solely for the Beta Program’s provision, support, and improvement. It will not use personal data for unrelated marketing or product development. Any machine learning model improvement that uses Beta data will be done under a lawful basis (e.g., legitimate interests), and personal data will be aggregated or anonymized where possible. Worksome does not incorporate your confidential information into generally available products in a way that identifies you or your data.
   8. ‍Data Retention and Deletion
      Upon termination or conclusion of the Beta, Worksome will delete or return Beta data as specified in the DPA or per your request. Worksome may retain aggregate or anonymized analytics that cannot identify you or data subjects.
   9. ‍Data Residency
      Where the MSA or other agreements provide data residency commitments, you acknowledge that Beta features may not fully adhere to those commitments (e.g., some Beta features may route data to different regions). If this conflicts with your legal obligations, you should not use the affected Beta features. Worksome will endeavor to process Beta data in the same region as your production data where practical, but certain Beta features (especially those leveraging third-party AI APIs or cloud services) may process or route data from your region to other locations.
5. CONFIDENTIALITY
   1. ‍Definition of Confidential Information
      ach party (“Disclosing Party”) may disclose non-public, proprietary information to the other (“Receiving Party”) during the Beta Program. “Confidential Information” includes any materials designated as confidential, as well as information a reasonable person would understand to be confidential. For Worksome, it includes details about the Beta Services, prototypes, roadmaps, and all non-public product information. For you, it includes any non-public data or business information you share with Worksome. Confidential Information does not include information that is publicly available without breach, was independently developed by the Receiving Party, or is rightfully obtained from a third party without confidentiality obligations.
   2. ‍Confidentiality Obligations
      The Receiving Party shall use the Disclosing Party’s Confidential Information only for the Beta Program and shall not disclose it to any third party without the Disclosing Party’s written consent. The Receiving Party shall protect Confidential Information with at least the same care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. Access is limited to personnel with a legitimate need who are bound by equivalent confidentiality obligations.
   3. ‍Compelled Disclosure
      If legally required to disclose Confidential Information (e.g., by court order or law), the Receiving Party shall, if permissible, provide prior notice to the Disclosing Party so it may seek a protective order. The Receiving Party may disclose only that portion of Confidential Information it is compelled to disclose.
   4. ‍Duration of Confidentiality
      These obligations commence upon disclosure and continue for three (3) years after the conclusion of the Beta Program, except that any trade secret remains protected as long as it remains a trade secret under applicable law. The confidentiality obligations here supplement any separate non-disclosure agreement (NDA). If another NDA imposes stricter obligations, that NDA prevails for those stricter aspects.
   5. ‍Return or Destruction
      Upon the Beta’s end or at the Disclosing Party’s request, the Receiving Party shall return or destroy all Confidential Information and confirm such destruction in writing, except for routine backups or archival copies which remain subject to ongoing confidentiality.
   6. ‍Injunctive Relief
      A breach of this Section 5 may result in irreparable harm to the Disclosing Party for which monetary damages would be insufficient. Thus, the Disclosing Party shall be entitled to seek immediate injunctive relief to enforce these obligations, in addition to any other available rights or remedies.
6. INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP
   1. ‍Worksome Property
      Worksome (and its licensors) retain all rights, title, and interest in the Beta Services, including all associated intellectual property. No licenses or rights are granted except as explicitly set forth in this Beta Agreement. You shall not remove or alter any proprietary notices or disclaimers on the Beta Services or associated documentation.
   2. ‍Your Property
      You retain ownership of all data, content, and pre-existing materials you provide. You grant Worksome a limited license to process that data as necessary to operate and improve the Beta, consistent with Section 4 (Data Protection). Nothing herein transfers ownership of your data to Worksome.
   3. ‍Beta Developments
      Worksome may make improvements or modifications to its products based on insights from the Beta. Any new or derivative works remain the sole property of Worksome. You agree you have no claim to such improvements, even if based on your suggestions or usage.
   4. ‍No Implied License
      Except as expressly granted, no license or right is conveyed by implication, estoppel, or otherwise. Worksome’s trademarks, logos, or branding remain the property of Worksome; you may not use them without written permission.
   5. ‍Feedback
      You may provide suggestions, ideas, or bug reports about the Beta Services (“Feedback”). By submitting Feedback, you grant Worksome a perpetual, irrevocable, royalty-free license to use, reproduce, and modify the Feedback without restriction. You agree that Worksome is not obligated to use or incorporate your Feedback, nor to provide attribution or compensation.
7. DISCLAIMER OF WARRANTIES
   THE BETA SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND. WORKSOME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WORKSOME DOES NOT WARRANT THAT THE BETA SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY RESULTS WILL BE COMPLETE OR RELIABLE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY WORKSOME CREATES ANY WARRANTY.
8. LIMITATION OF LIABILITY
   1. ‍Cap on Liability
      TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKSOME’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS BETA AGREEMENT OR THE BETA SERVICES WILL NOT EXCEED USD $100 (ONE HUNDRED U.S. DOLLARS) OR EQUIVALENT IN LOCAL CURRENCY, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER WORKSOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. ‍Exclusion of Certain Damages
      IN NO EVENT SHALL WORKSOME (OR ITS AFFILIATES, LICENSORS, OR EMPLOYEES) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THE BETA SERVICES OR THIS AGREEMENT, EVEN IF WORKSOME KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
   3. ‍Beta-Specific Liability Waiver
      You waive any right to claim damages or hold Worksome liable for service issues or inaccuracies in the Beta Services under any other agreement (e.g., the MSA). Because the Beta is experimental, Worksome is not liable for any claims that would otherwise apply to fully released services.
   4. ‍Participant Indemnification
      You shall defend, indemnify, and hold harmless Worksome from any third-party claims arising from your misuse or unauthorized use of the Beta (e.g., uploading prohibited data or violating law). Worksome will provide prompt notice of any such claim and allow you to control the defense, but Worksome may participate at its own expense.
9. TERM AND TERMINATION
   1. ‍Term of Beta Agreement
      This Beta Agreement is effective upon your acceptance or first use of the Beta Services and continues until Worksome ends the Beta Program or you cease participation, whichever occurs first. If a commercial release occurs, Worksome may offer a separate agreement or incorporate the Beta features into the MSA on standard terms.
   2. ‍Termination
      Worksome may suspend or terminate your participation at any time, with or without cause or notice. Worksome may also discontinue the Beta Services entirely at its discretion. You may discontinue use of the Beta Services at any time by notifying Worksome. Your sole remedy for dissatisfaction with the Beta is to stop using it.
   3. ‍Effect of Termination
      Upon termination, all rights granted under this Beta Agreement immediately cease. You shall stop using the Beta Services and destroy or return any Confidential Information as required in Section 5. Worksome will handle any remaining data according to Section 4.8 (Data Retention and Deletion). Provisions intended to survive termination, including disclaimers, liability limits, and confidentiality, will remain in effect.
   4. ‍No Liability for Termination
      Neither party shall be liable to the other for any costs or damages solely from a permitted termination of the Beta under this Section. You entered the Beta with the understanding that it could be ended at any time.
10. GENERAL PROVISIONS
    1. ‍Relationship to ToS / MSA
       This Beta Agreement supplements and is incorporated into the Master Services Agreement or Terms of Service between the parties. In the event of a conflict, these Beta terms control only with respect to the Beta Services.
    2. ‍No Waiver
       No failure or delay by either party to exercise any right or enforce any provision shall operate as a waiver thereof. All waivers must be in writing and signed by the party granting the waiver.
    3. ‍Assignment
       You may not assign or transfer any rights or obligations under this Beta Agreement without Worksome’s prior written consent, except in the case of a merger or sale of substantially all assets. Any unauthorized assignment is void. Worksome may assign this Agreement to an affiliate or successor without restriction.
    4. ‍Governing Law and Dispute Resolution
       This Agreement is governed by the same law and dispute resolution provisions stated in the MSA or Terms of Service. The U.N. Convention on Contracts for the International Sale of Goods does not apply. All legal actions shall be brought on an individual basis, absent a separate class action waiver or arbitration clause.
    5. ‍Entire Agreement
       This Beta Agreement (together with the MSA/ToS and any Enrollment Form) constitutes the entire understanding regarding the Beta Services and supersedes all prior or contemporaneous agreements. No amendment is valid unless in writing and signed (or electronically accepted) by both parties.
    6. ‍Severability
       If any provision is deemed invalid or unenforceable, the remaining provisions remain in effect. The parties will negotiate in good faith to replace an invalid provision with a valid one that closely reflects the original intent.
    7. ‍No Third-Party Beneficiaries
       Except as explicitly stated, this Agreement does not create rights in any third parties.
    8. ‍Notices
       Notices shall be given in accordance with the communication methods specified in the MSA or any Beta Enrollment Form. Electronic or in-product notices may be used for general Beta updates.
       

BY CLICKING “I AGREE” OR ENABLING THE BETA SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THIS BETA AGREEMENT AND UNDERSTAND THE PRE-RELEASE, EXPERIMENTAL NATURE OF THE BETA SERVICES.

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